ThinkCapsule In. Unpaid Internship/NDA Agreement - July 29, 2015

Internship Agreement/NDA for ThinkCapsule Inc.

ThinkCapsule Inc.

INTERNSHIP AGREEMENT

Dear Intern First Name:

It gives me pleasure to offer you a Marketing Analyst and Journalist Internship position at ThinkCapsule Inc. (the “Company”). In addition to confirming the offer, this letter will describe the terms and conditions of your internship.

Title: Your title will be Marketing Analyst/Journalist and you will report to Julian Haw and Derek Kiang or as otherwise directed by the Company CEO.

Duties: You will assist with:1. Expanding our features, managing and developing our growing community of users ; 2. Participating in various projects under the direction of the Core Team - Building of the brand (Logos, Design-based tasks, marketing plans etc.); 3.Participation in weekly meetings; 4.Brainstorm with the Core Team on blog-related topics crafting journalistic pieces for the blog

Effective Date: Your internship will begin on Tuesday, August 4, 2015

Time Commitment: You are committing to 10-15 hours per week. Please let us know as far in advance as possible on details of your planned vacation days and time off.

Nature of Internship: By signing below, you acknowledge that you have consented to participate in this unpaid internship. Please note that all eligible expenses incurred will be reimbursed upon approve by the PM and CEO prior to submitting a claim.

You further acknowledge that: (1) the training in the field of Field of Study is similar to and enhances instruction given in studies at The University of Western Ontario; (2) the internship is for your benefit to receive training and mentoring, and to provide valuable experience for future job selection, application, and performance in the field of Field of Study; (3) you agree to work under the close observation of mentors at the Company; (4) unless advised otherwise, interns are not entitled to a job at the conclusion of the internship period; (5) you are not entitled to wages or other compensation other than your experience and learning for the time spent as an intern for the Company; and (6) you agree that the internship does not create an "employment" relationship under the Employment Standards Act ("ESA") or any other definition, and the ESA's minimum wage and overtime provisions do not apply.

At-Will Agreement: Your internship with the Company is “At-Will.” Accordingly, this letter is not to be construed or interpreted as containing any guarantee of any particular level or nature of compensation, continuation of internship or future employment. As such, the recitation of certain time periods in this letter is solely for the purpose of defining this internship. At any time, you or the Company can end this agreement by giving written notice (including by email) to the other party. Whenever this agreement ends, the Confidentiality & Copyrights Assignments section below will continue to apply indefinitely.

Representations: You represent that: (1) you are not a party to any agreement that would prohibit you from entering into internship or employment with the Company; (2) no trade secret or proprietary information belonging to your previous employers will be disclosed by you at the Company and that no such information, whether in the form of documents, memoranda, software, drawings, etc., will be retained by you or brought with you to the Company; and (3) you have brought to the Company’s attention and provided it with a copy of any agreement, order of any court or administrative body or any other similar item that may impact your internship at the Company, including but not limited to any non-disclosure, non-competition, non-solicitation, privately owned patent or proprietary rights, either domestic or foreign or invention assignment agreements containing future work restrictions.

Confidentiality & Copyrights Assignments: During your internship and (if your internship is discontinued for any reason whatsoever) thereafter, you agree to hold in strictest confidence, and not to use, except for the benefit of the Company to the extent necessary to perform obligations to the Company, and not to disclose to any person, firm, corporation or other entity, without written authorization from the Company in each instance, any Confidential Information (as defined below) that you obtain, access or create during the term of the internship, whether or not during working hours, until such Confidential Information becomes publicly and widely known and made generally available through no wrongful act of yours or of others who were under confidentiality obligations as to the item or items involved. You further agree not to make copies of such Confidential Information except as authorized by the Company and that you will not reverse engineer or attempt to derive the composition or underlying information, structure or ideas of any Confidential Information. The foregoing does not grant you a license in or to any of the Confidential Information.

“Confidential Information” means information and physical material not generally known or available outside the Company and information and physical material entrusted to the Company in confidence by third parties. Confidential Information includes, without limitation: (i) Company Inventions (as defined below); (ii) technical data, trade secrets, know-how, research, product or service ideas or plans, software codes and designs, developments, inventions, laboratory notebooks, processes, formulas, techniques, biological materials, mask works, engineering designs and drawings, hardware configuration information, lists of, or information relating to, employees, interns and consultants of the Company (including, but not limited to, the names, contact information, jobs, compensation, and expertise of such interns, employees and consultants), lists of, or information relating to, suppliers and customers (including, but not limited to, customers of the Company on whom you called or with whom you became acquainted during the internship), price lists, pricing methodologies, cost data, market share data, marketing plans, licenses, contract information, business plans, financial forecasts, historical financial data, budgets or other business information disclosed to you by the Company either directly or indirectly, whether in writing, electronically, orally, or by observation.

“Inventions” means discoveries, developments, concepts, designs, ideas, know how, improvements, inventions, trade secrets and/or original works of authorship, whether or not patentable, copyrightable or otherwise legally protectable. You understand this includes, but is not limited to, any new product, machine, article of manufacture, biological material, method, procedure, process, technique, use, equipment, device, apparatus, system, compound, formulation, composition of matter, design or configuration of any kind, or any improvement thereon. You understand that “Company Inventions” means any and all Inventions that you may solely or jointly author, discover, develop, conceive, or reduce to practice during the period of the internship.

You further agree to assign to the Company, or its designee, all right, title, and interest in and to any and all inventions, original works of authorship, developments, concepts, improvements, designs, drawings, discoveries, algorithms, formulas, computer code, ideas, trademarks, or trade secrets, whether or not patentable or registrable under patent, copyright or similar laws, related to the Company’s business, which you solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, with the use of Company’s equipment, supplies, facilities, assets, or Company Confidential Information, or which may arise out of any research or other activity created in the scope of this internship.

In consideration for your internship at the Company, and disclosure of the information, you also agree that: (1) on the end of your association with the Company, you will promptly return all Proprietary Information and all copies, extracts, and other objects or items in which it may be contained or embodied; (2) you will promptly notify the Company of any unauthorized release of Proprietary Information within your control; (3) you agree to follow the Company’s strict policy that employees and interns must not disclose, either directly or indirectly, any information, including any of the terms of this letter, regarding compensation to any person, including other employees and interns of the Company; provided, however, that you may discuss the terms of this letter with members of your immediate family and any legal, tax or accounting specialists who provide you with individual legal, tax or accounting advice; and (4) you understand and agree that any breach by you of the provisions in this section could cause the Company to suffer irreparable harm and no adequate remedy at law would be available in respect thereof. Accordingly, you agree that upon any such breach, the Company shall be entitled to seek equitable relief, as well as such further relief as may be granted by a court of competent jurisdiction.

Choice of Law: You hereby agree that this Agreement shall be construed in accordance with the laws of the Province of Ontario.

Miscellaneous: (1) If any term or provision of this Agreement shall be held illegal, unenforceable, or in conflict with any law governing this Agreement the validity of the remaining portions shall not be affected thereby; (2) the failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights; (3) neither party shall assign or transfer all or any part of its rights under this Agreement without the consent of the other party; (4) this letter reflects the entire agreement regarding the terms and conditions of your internship. Accordingly, it supersedes and completely replaces any prior oral or written communication on this subject; and (5) this letter may not be modified or amended except by a written agreement, signed by the Company and by you.

To confirm your acceptance of this offer, please sign this document by August 3rd 2015.

Sincerely,

Suzanne Fu
July 29, 2015
Resource & Project Coordinator

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